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Articles

The kite on a string: state power and the Chinese IPO mechanism on the path to liberalization

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Pages 308-328 | Published online: 05 Mar 2023
 

ABSTRACT

The Chinese stock market has introduced a registration-based IPO mechanism, showing the state’s determination to further liberalize the stock market. However, during its implementation, administrative intervention practices were frequently observed throughout the entire IPO process. This article argues that such practice is expected to persist independent of legal enforcement mechanisms improvement, due to the state’s multiple roles in the market. The state is the exclusive supplier of the IPO mechanism as well as the regulator, which responds to a hybrid demand of the market and the state. The state needs administrative interreference to meet its demands to give preferential treatments to politically connected firms, to contain investment risks in market turbulences, and to use the IPO market as a tool to implement its strategic polices. At the meanwhile, a more predictable and transparent IPO mechanism is demanded. Therefore, the equilibrium interaction between an active government and a more liberalized market should be found. In this regard, the ongoing development of the Chinese IPO mechanism is on a viable track.

Acknowledgements

The author would like to thank two anonymous reviewers for helping to improve the manuscript with insightful feedback, and owes thanks to his colleagues at CUPL and Mr. Zidong Huang who provided expertise that greatly assisted the research.

Notes

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9 Securities Law of China (中华人民共和国证券法) 2019 (Securities Law), Art 21.

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13 Securities Law, Art 99.

14 Securities Law, Art 102.

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16 Curtis J Milhaupt and Wentong Zheng, ‘Why Mixed-ownership Reforms Cannot Fix China’s State Sector’ (2016) Paulson Policy Memorandum <http://www.paulsoninstitute.org/wp-content/uploads/2017/01/ppm_SOE-Ownership_Milhaupt-and-Zheng_English_R.pdf> accessed 31 October 2022.

17 For instance, the chairmen of the SSE and the SZSE also lead the internal party committee of their stock exchanges.

18 CSRC, ‘Regulatory Measures for Administration of Stock Exchanges (证券交易所管理办法)’ (2018), Art 10.

19 Securities Exchange Act 1934, s 19(b).

20 Robert B Thompson, ‘Collaborative Corporate Governance: Listing Standards, State Law, and the Federal Regulation’ (2003) 38 WakeForLRev 961.

21 Shanghai Stock Exchanges, ‘Rules Governing Review of Offering and Listing of Stocks on Science and Technology Innovation Board (上海市证券交易所科创板股票发行上市审核规则)’ (2019), Art 19.

22 CSRC, ‘Guidelines for Evaluation of Science and Technology Innovation Attributes (for Trial Implementation) (科创属性评价指引(试行))’ (2021), s 3.

23 Shanghai Stock Exchanges, ‘Interim Provisions on Application and Recommendation for Issuance and Listing of Enterprises on the STAR Market (上海证券交易所科创板发行上市申报及推荐暂行规定)’ (2021).

24 CSRC, ‘Regulatory Measures for Administration of Registration of IPO Stocks on Sci-tech Innovation Board (for trial implementation) (科创板首次公开发行股票注册管理办法(试行))’ (2020), s 24.

25 Yi (n 8).

26 Lin William Cong and Sabrina T Howell, ‘Policy Uncertainty and Innovation: Evidence from Initial Public Offering Interventions in China’ (2021) 61(11) MS 6629.

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30 Policy risks to the risks arising from policy uncertainty due to the government’s discretionary power.

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32 Ranjay Gulati and Monica C Higgins, ‘Which Ties Matter When? The Contingent Effects of Interorganizational Partnerships on IPO Success’ (2003) 24 SMJournal 127.

33 Hermann Achidi, Ndofor, and Edward Levitas, ‘Signalling the Strategic Value of Knowledge’ (2004), 30 JM 685.

34 Alexandra Durcikova and Peter Gray, ‘How Knowledge Validation Processes Affect Knowledge Contribution’ (2009) 25 JMISystems 81.

35 Wilbur Chung and Arturs Kalnins, ‘Agglomeration Effects and Performance: A Test of the Texas Lodging Industry’ (2001) 22 SMJ 969.

36 The General Office of the State Council, ‘The Notice on Strengthening the Development and Supervisory Administration of Administrative Regulatory Documents (国务院办公厅关于加强行政规范性文件制定和监督管理工作的通知)’ (2018).

37 Oliver James and Gregg G Van Ryzin, ‘Incredibly Good Performance: An Experimental Study of Source and Level Effects on the Credibility of Government’ (2017) 47 ARPA 23.

38 The State Council, ‘Opinions on Further Improvement of the Quality of Listed Companies (国务院关于进一步提高上市公司质量的意见)’ (2020).

39 See the meeting minutes of the CSRC to implement Opinions of the State Council on Further Improvement of the Quality of Listed Companies (证监会贯彻落实《国务院关于进一步提高上市公司质量的意见》动员部署会 <http://www.csrc.gov.cn/pub/newsite/zjhxwfb/xwdd/202011/t20201110_386049.html≥ accessed 31 October 2022.

40 On-site inspection for IPO by the CSRC started from 2016, when 12 companies were first inspected. More details available at <http://www.gov.cn/xinwen/2017-01/21/content_5161846.htm> accessed 31 October 2022.

41 In Chinese stock market, applicants are required to appoint a sponsor, mostly from its underwriters, to assist its IPO process. The sponsor works as the major gatekeeper of the Chinese IPO market. Samuel Shen and Scott Murdoch, ‘Analysis-Chinese Tech Start-ups Pull IPO Plans as Beijing Tighten Scrutiny’ (Reuters, 12 April 2021) <https://www.reuters.com/article/china-tech-exchanges-idCNL4N2M11KM> accessed 31 October 2022.

42 Jonas Bergman, ‘Shelved IPOs Surge in China After Watchdog Tightens Scrutiny’ (Bloomberg News, 24 March 2021) <https://www.bloomberg.com/news/articles/2021-03-23/shelved-ipos-surge-in-china-after-watchdog-tightens-scrutiny> accessed 31 October 2022.

43 Ross Levine, ‘Law, Finance, and Economic Growth’ (1999) 8 JFI 8.

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46 Franklin Allen, Jun Qian and Meijun Qian, ‘Law, Finance, and Economic Growth in China’ (2005) 77 JFE 57.

47 Susan Feng Lu and Yang Yao, ‘The Effectiveness of Law, Financial Development, and Economic Growth in an Economy of Financial Repression: Evidence from China’ (2009) 37 WorldDev 763.

48 The State Council of China, ‘Outline of the People’s Republic of China 14th Five Year Plan for National Economic and Social Development and the Long-range Objectives for 2035 (中华人民共和国国民经济和社会发展第十四个五年规划和2035年愿景目标纲要)’ (2021).

49 Qigui Liu, Jinghua Tang, and Gary Gang Tian, ‘Does Political Capital Create Value in the IPO Market: Evidence from China’ (2013) 23 JCF 395.

50 ‘Rongji Zhu and the Chinese Stock Market (朱镕基与中国股市)’ (2015) 16 GP (环球人物) 24.

51 Qingping Nie, ‘Historical Review of Some Major Events in the Chinese Stock Market (我国股票市场若干重要事件的历史回忆)’ (2018) 12 CS (中国证券) 13.

52 Nicholas R Lardy, Markets over Mao: The Rise of Private Business in China (Columbia University Press, 2014).

53 Charles MC Lee, Yuanyu Qu, and Tao Shen, ‘Gate Fees: The Pervasive Effect of IPO Restrictions on Chinese Equity Market’ (2022) ROF 44.

54 Jianhui Jian and others, ‘Do Policy Burdens Induce Excessive Managerial Perks? Evidence from China’s Stated-owned Enterprises’ (2020) 90 EM 54.

55 Anders C Johansson and others, ‘Government Intervention in the Capital Allocation Process: Excess Employment as an IPO Selection Rule in China’ (2017) 44 CER 271.

56 Tianshu Zhou, ‘Is the CSRC Protecting a “Level Playing Field” in China’s Capital Markets: Public Enforcement, Fragmented Authoritarianism and Corporatism’ (2015) 15 JCL S 377.

57 Wenming Xu, Jianwei Chen, and Guangdong Xu, ‘An Empirical Analysis of the Public Enforcement of Securities Law in China: Finding the Missing Piece of the Puzzle’ (2017) 18 EBOR 367.

58 Chun Zhou, Wenyu Zhou, and Jiajun Lu, ‘The Short-Term Impacts of the Registration-Based IPO Reform in China: Towards a More Sustainable Equity Market’ (2021) 13 Sustainability, 11365.

59 Ibid.

60 Shi Wang, ‘Speech in Tianshan Summit’ (2016) <http://www.thepaper.cn/newsDetail_forward_1427840> accessed 31 October 2022.

61 Joseph D Piotroski and Tianyu Zhang, ‘Politicians and the IPO Decision: The Impact of Impending Political Promotions on IPO Activity in China’ (2014) 111 JFE 111.

62 Yong Huang, Chao Yan, and Kam C Chan, ‘Does Aggressiveness Help? Evidence from IPO Corruption and Pricing in China’ (2021) 67 JCF 101901.

63 The approval rate of these companies was 93.3% (42/45), while that of its counterpart in the market was 81.8% (776/949). Date from the Wind Database <https://www.wind.com.cn/en/edb.html> accessed 31 October 2022.

64 Pang Ai, ‘Whether Abusing Prerogative to Purchase Pre-IPO Shares Constitutes Bribery (利用职权购买原始股获利是否构成受贿)’ China Discipline Inspection and Supervision Paper (中国纪委监察报) (Beijing, 17 July 2022) <https://jjjcb.ccdi.gov.cn/epaper/index.html?guid=1546928343083909121> accessed 31 October 2022.

65 Guoping Li and Hong Zhou, ‘Political Connections and Access to IPO Markets in China’ (2015) 33 CER 76.

66 The Supreme Court of China, ‘Several Opinions on Providing Judicial Support for the Establishment of the STAR Board and the Pilot Implementation of the Registration Based Mechanism (关于为设立科创板并试点注册制改革提供司法保障的若干意见)’ (2019), para 8.

67 The list of names includes Henian Feng, Zongcheng Wang, Daochi Tong, Bihua Mao and Tie Xu, who once worked for the CSRC, and Changhong Zeng, the former member of listing committee of the ChiNext Board of the SZSE.

68 For example, Daochi Tong, who worked for the Department of Public Offering Supervision of the CSRC was sentenced to death sentence with reprieve on 2 June 2022.

69 Ligang Song, ‘State-owned Enterprise Reform in China: Past, Present and Prospects’ in Ross Garnaut, Ligang Song, and Cai Fang (eds), China’s 40 Years of Reform and Development (ANU Press, 2018) 345.

70 This economic system was confirmed in Decisions of the Central Committee of the Communist Party of China on Some issues to Establish Socialist Market Economy with Chinese Characteristics (中共中央关于建立社会主义市场经济体制若干问题的决定) (1993).

71 Ian Bremer, The End of Free Market: Who Wins the War between the State and Corporations (Portfolio, 2012) 51.

72 Usha CV Haley and George T Haley, Subsidies to Chinese Industry: State Capitalism, Business Strategy, and Trade Policy (OUP, 2013).

73 Barry Naughton, The Rise of China’s Industrial Policy: 1978 to 2020 (IGCC, 2021) 105.

74 Huwei Wen and Zhao Zhao, ‘How does China’s Industrial Policy Affect Firms’ R&D Investment? Evidence from Made in China 2025’ 55(53) ApplEcon 6333.

75 The State Council of China, ‘Outline for Promoting the National Integrated Circuit Industry (国家集成电路产业发展推进纲要)’ (2014).

76 The State Council of China, ‘Policies for Promoting the High-quality Development of the Integrated Circuit Industry and the Software Industry in the New Era (新时代促进集成电路和软件产业高质量发展若干政策的通知)’ (2020).

77 The General Office of Central Committee of the CPC and the General Office of the State Council, ‘Opinions on Further Alleviate Students of Homework Burden and After-School Tutoring Burden (关于进一步减轻义务教育阶段学生负担和校外培训负担的意见)’ (2021).

78 Jinping Xi, ‘Secure a Decisive Victory in Building a Moderately Prosperous Society in All Respects and Strive for the Great Success of Socialism with Chinese Characteristics for a New Era’ (2017) <http://www.xinhuanet.com/english/download/Xi_Jinping's_report_at_19th_CPC_National_Congress.pdf> accessed 31 October 2022.

79 The State Council of China, ‘Opinions on Regulating the Development of After-School Educational and Training Institutions (关于规范校外培训机构发展的意见)’ (2018) and the State Council of China, ‘Plans of Promoting the Modernization of Education (2018–2022) (加快推进教育现代化实施方案(2018–2022))’ (2019).

80 Zeynep Aycan, Paternalism: Towards Conceptual Refinement and Operationalization. Scientific Advances an Indigenous Psychologies: Empirical, Philosophical and Cultural Contributions (CUP, 2006) 4.

81 As of 2019, the number of retail investors in the A-share stock market was approximately 160 million, which constituted 99.76% of all investors, data from China Securities Investor Protection Fund Corporation Limited (SIPF), ‘Reports on Investors in Chinese Stock Market of 2019 (2019年度全国股票市场投资者状况调查报告)’ (2020).

82 Changsheng Hu and Yongfeng Wang, ‘Noise Trading and Stock Returns: Evidence from China’ (2013) 3 ChinaFinanceRevInt 301.

83 Ian Bremmer, ‘State Capitalism Comes of Age – The End of the Free Market’ (2009) 88 ForeignAff 40.

84 You Jiang, ‘No IPO Approval This Week; Nine IPO Suspensions in History (本周暂无IPO批文 历史9次暂停新股后A股表现)’ (EastMoney 4 November 2018). <http://finance.eastmoney.com/a2/20181103976880366.html> accessed 31 October 2022.

85 SIPF (n 81).

86 The Supreme Court of China, ‘Notice on Temporary Refusing to Accept Civil Compensation Cases in the Securities Market (关于涉证券民事赔偿案件暂不予受理的通知)’ (2001) and The Supreme Court of China, ‘Some Provisions of the Supreme People’s Court on Trying Cases of Civil Compensation Arising from False Statement in Securities Market (关于审理证券市场因虚假陈述引发的民事赔偿案件的若干规定)’ (2003).

87 Securities Law, chap 5 and CSRC, ‘Regulatory Measures for the Administration of the Initial Public Offerings and Listing of Stocks (首次公开发行股票并上市管理办法)’ (2022) chap 4.

88 For instance, in addition to directors, supervisors, and senior management, the new rule stipulates that the controlling shareholder and the actual controller bear civil liability to investors in violation of information disclosure requirements. See Securities Law, Art 85.

89 In this context class action lawsuit occurs when the victim investors are a group of people. They can choose one member or institution to represent them. Securities Law, Art 95.

90 Rafael La Porta and others, ‘Law and Finance’ (1998) 106 JPolEcon 1113.

91 Curtis J Milhaupt and Katharina Pistor, Law and Capitalism: What Corporate Crises Reveal about Legal Systems and Economic Development around the World (University of Chicago Press, 2008) 6.

92 La Porta (n 44) 222.

93 Ning Zhu, China’s Guaranteed Bubble: How Implicit Government Support Has Propelled China’s Economy While Creating Systemic Risk (McGraw Hill, 2016) 16.

94 Huang (n 62).

95 The State Council of China, ‘Opinions on Promoting Economic Reform and Open-up and Stable Development of the Capital Market (国务院关于推进资本市场改革开放和稳定发展的若干意见)’ (2004).

96 Zhiyun Li, ‘Banking Structure and the Small-medium-sized Enterprise Financing (银行结构与中小企业融资)’ (2002) 6 ERJ (经济研究) 38.

97 Rui Yang Zhiyun Li, Xiangyang Li, and Tong Zhang, ‘Analysis of Linkage Effects among Industry Sectors in China’s Stock Market before and after the Financial Crisis’ (2014) 411 PhysA:StatMechAppl 12.

98 Yong Li, Andre LM Vilela, and H Eugene Stanley, ‘The Institutional Characteristics of Multifractal Spectrum of China’s Stock Market’ (2020) 550 PhysA:StatMechAppl 124129.

99 Kenneth J Arrow, ‘The Potentials and Limits of the Market in Resource Allocation’ in George R Feiwel (Ed), Issues in Contemporary Microeconomics and Welfare (Palgrave MacMillan, 1985).

100 Jinping Xi, ‘The Report to the 19th National Congress of Communist Party of China (中国共产党第十九次全国代表大会报告)’ <http://news.cnr.cn/native/gd/20171027/t20171027_524003098.shtml>.

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